GigCapital2, Inc. (GIX) Shareholders Approve UpHealth, Cloudbreak Deal

GigCapital2, Inc. (NYSE:GIX) announced that its shareholders approved its combination with UpHealth and Cloudbreak with at a special meeting earlier today.

The SPAC did disclose redemption figures but noted that 65.7% of shares participated in the vote, which is cutting mighty close to the standard 65% minimum turnout threshold. GigCapital2 announced this morning it had dodged at least one potential chunk of redemptions by agreeing to purchase up to 1,700,000 shares held by Kepos Alpha Master Fund at a later date granted that this investor did not redeem them at the vote.

According to the agreement, GigCapital2 will buy these shares for $10.30225 each on September 8, but also allows for Kepos to sell these shares earlier on the open market as long as they do so for a price of $10.10 or higher. The terms further agreed to price increases should the deal not be completed by September 8, but something truly strange would have to happen for that to be the case now that GigCapital2 has gotten through this vote.

GigCapital2 hit a low of $9.40 and closed still below trust value at $9.92 on the day of its June 2 redemption deadline so it likely felt it needed some extra backstop insurance that it would meet the deal’s minimum cash condition of $150 million.

The parties initially announced their $1.35 billion deal on November 23.  UpHealth Holdings is one of the largest national and international digital healthcare providers that has an integrated solutions platform and Cloudbreak is a leading unified telemedicine and video medical interpretation solutions provider.

ADVISORS

• Needham & Company serves as exclusive financial advisor to UpHealth.
• Husch Blackwell LLP serves as legal counsel to UpHealth and Plante Moran, PLLC serves as auditors to UpHealth.
• Sidley Austin LLP serves as legal counsel to Cloudbreak.
• Nomura Securities International, Inc. serves as Exclusive Financial and Capital Markets Advisor to GigCapital2
• DLA Piper LLP (US) serves as legal counsel, and BPM LLP serves as auditors to GigCapital2.